All Countries
Mergers & Acquisitions
Share Swap Agreement

Share Swap Agreement Template for Netherlands

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Share Swap Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Share Swap Agreement

"I need a Share Swap Agreement governed by Dutch law for a straight swap of private company shares between two Netherlands-based technology companies, with settlement scheduled for March 2025 and including standard tax grossing-up provisions."

Celebrated by
Collaborations with
Investors
Document background
A Share Swap Agreement is a sophisticated financial instrument used when parties wish to exchange the economic benefits and risks of share ownership without immediately transferring the actual shares. This document is particularly relevant in scenarios involving strategic investment positions, risk management, or tax-efficient structuring under Dutch law. The agreement, governed by Dutch law and regulated under the Financial Supervision Act (Wft), details the terms of the swap, including share specifications, payment obligations, valuation methods, and risk allocation. It's commonly used by financial institutions, investment firms, and corporations operating in the Netherlands or engaging with Dutch entities. The document must comply with both Dutch national regulations and applicable EU directives, particularly regarding financial instruments and market conduct.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names and registered addresses

2. Background: Context of the transaction and purpose of the share swap agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Swap Terms: Core terms of the swap including share descriptions, notional amounts, and exchange rates

5. Mechanics of Share Swap: Detailed procedures for executing the swap, including transfer mechanisms and timing

6. Payment Obligations: Terms regarding payments, including calculation methods, payment dates, and currency provisions

7. Representations and Warranties: Standard and transaction-specific representations and warranties from each party

8. Covenants: Ongoing obligations of the parties during the term of the swap

9. Events of Default: Circumstances constituting default and consequences thereof

10. Termination: Provisions for early termination, including trigger events and calculation of termination payments

11. Tax Provisions: Allocation of tax obligations and handling of withholding taxes

12. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

13. Notices: Communication procedures between parties

14. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

Optional Sections

1. Market Disruption Events: Provisions dealing with market disruptions, applicable for listed shares

2. Regulatory Compliance: Specific compliance requirements when dealing with regulated entities or listed shares

3. Credit Support: Collateral arrangements if credit support is required

4. Transfer Restrictions: Additional restrictions on share transfers for unlisted shares

5. Dividend and Voting Rights: Specific provisions regarding handling of dividends and exercise of voting rights

6. Currency Exchange Provisions: Detailed currency provisions for cross-border swaps

7. Break Clauses: Optional break provisions allowing early termination at specified dates

8. Anti-dilution Provisions: Protections against share dilution, particularly relevant for unlisted shares

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares involved, including class, rights, and issuing company details

2. Schedule 2 - Calculation Methods: Detailed methodology for calculating payments, including pricing and valuation methods

3. Schedule 3 - Payment Dates and Amounts: Schedule of payment dates and calculation periods

4. Schedule 4 - Corporate Documentation: Copies of relevant corporate authorizations and resolutions

5. Schedule 5 - Form of Transfer Notices: Standard forms for transfer notices and other required notifications

6. Schedule 6 - Know Your Customer Requirements: Required documentation for regulatory compliance and customer due diligence

7. Appendix A - Initial Exchange Documents: List of documents required for initial exchange

8. Appendix B - Calculation Examples: Examples of payment and valuation calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Actual/360
Additional Termination Event
Affiliate
Agreement
Applicable Exchange Rate
Business Day
Calculation Agent
Calculation Date
Calculation Period
Cash Settlement
Change in Law
Closing Price
Commencement Date
Confirmation
Corporate Action
Default Interest
Delivery Date
Dividend Amount
Dividend Payment Date
Early Termination Amount
Early Termination Date
Event of Default
Exchange
Exchange Business Day
Exchange Disruption
Final Price
Financial Instruments
Force Majeure Event
Hedging Disruption
Initial Exchange Date
Initial Price
Interest Period
Interest Rate
Market Disruption Event
Market Value
Material Adverse Effect
Merger Event
Nationalisation
Notional Amount
Payment Date
Potential Event of Default
Price Source
Reference Price
Regulatory Authority
Relevant Jurisdiction
Settlement Currency
Share Issuer
Shares
Swap Rate
Tax Event
Termination Currency
Trading Day
Transaction
Transfer Date
Valuation Date
Valuation Time
Voting Shares
Relevant Industries

Financial Services

Banking

Investment Management

Insurance

Private Equity

Asset Management

Corporate Finance

Investment Banking

Wealth Management

Professional Services

Relevant Teams

Legal

Finance

Compliance

Treasury

Risk Management

Corporate Development

Investment

Trading

Structured Products

Regulatory Affairs

Relevant Roles

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Financial Director

Investment Manager

Risk Manager

Compliance Officer

Treasury Manager

Portfolio Manager

Investment Banker

Derivatives Trader

Structured Products Specialist

Legal Director

Head of Finance

Senior Corporate Counsel

Industries
Dutch Civil Code (Burgerlijk Wetboek): Primary source of contract law in the Netherlands, particularly Book 6 on general contract law and Book 7 on specific contracts. This provides the basic framework for contract formation, validity, and enforcement.
Dutch Financial Supervision Act (Wet op het financieel toezicht - Wft): Regulates financial services and markets in the Netherlands, including provisions on derivatives and swap agreements. Important for compliance with financial regulatory requirements.
Dutch Corporate Law (Book 2 of the Civil Code): Contains regulations regarding shares, share transfers, and corporate entities. Relevant for determining the validity of share-related transactions and corporate authority.
Market Abuse Regulation (EU) No 596/2014: European regulation implemented in Dutch law concerning insider trading and market manipulation, which may be relevant for share swap transactions.
MiFID II (Markets in Financial Instruments Directive 2014/65/EU): European directive implemented in Dutch law governing financial instruments and improving protections for investors.
Dutch Income Tax Act 2001 (Wet inkomstenbelasting): Contains provisions on the tax treatment of financial instruments and share transactions for individuals.
Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting): Regulates taxation of corporate entities involved in share swap transactions.
Dutch Financial Markets Decree (Besluit Marktmisbruik Wft): Contains detailed rules implementing the Financial Supervision Act, including specific requirements for derivative transactions.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Profit Split Agreement

Dutch law-governed agreement establishing terms for profit sharing between parties, including calculation methods and distribution mechanisms.

find out more

Phantom Shares Agreement

Dutch law-governed agreement establishing phantom share rights that simulate share ownership benefits without actual share issuance.

find out more

Share Retention Agreement

A Dutch law agreement establishing share ownership retention obligations and transfer restrictions for shareholders, governed by the Dutch Civil Code.

find out more

Preference Shares Agreement

Dutch law-governed agreement establishing terms and conditions for preference shares issuance, including shareholder rights, privileges, and obligations.

find out more

Equipment Transfer Agreement

Dutch law-governed agreement for the formal transfer of equipment between parties, including terms, conditions, and compliance requirements.

find out more

Phantom Unit Award Agreement

A Dutch law-governed agreement granting phantom units that provide employees with cash payments based on company value appreciation, without actual equity transfer.

find out more

Contract For Shares Of A Company

Dutch law agreement for the sale and purchase of company shares, typically executed before a civil law notary.

find out more

Buffer Stock Agreement

Dutch-law agreement governing buffer stock arrangements, including storage, maintenance, and management requirements.

find out more

Stock Sale Contract

A Dutch law-governed agreement for the sale and purchase of company shares, including all essential transaction terms and local legal requirements.

find out more

Stock Appreciation Rights Agreement

A Dutch law-governed agreement granting employees the right to receive cash payments based on share price appreciation, without actual share ownership.

find out more

Share Vesting Agreement

A Dutch law-governed agreement establishing terms for gradual share ownership rights in a company, typically used for employee equity compensation.

find out more

Sale Of Shares Contract

A Dutch law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company.

find out more

Stock Grant Agreement

A Dutch law agreement governing the award of company shares to employees or directors, detailing grant terms, vesting conditions, and share rights under Dutch legal requirements.

find out more

Share Mortgage Agreement

A Dutch law-governed agreement creating a security interest over shares as collateral for financial obligations, establishing rights and enforcement mechanisms.

find out more

Preliminary Share Purchase Agreement

A Dutch law-governed preliminary agreement outlining proposed terms and conditions for a share purchase transaction, including both binding and non-binding elements.

find out more

Share Issue Agreement

A Dutch law-governed agreement detailing the terms and conditions for issuing new shares to subscribers, including share price, payment terms, and completion requirements.

find out more

Share For Share Exchange Agreement

A Dutch law-governed agreement facilitating the exchange of shares between companies, where shareholders receive shares in another company as consideration for their existing shares.

find out more

Share Buyback Agreement

Dutch law-governed agreement for a company to repurchase its own shares from existing shareholders, complying with Dutch corporate and financial regulations.

find out more

Stock Borrowing Agreement

Dutch law-governed agreement for temporary securities lending between financial institutions, setting out terms for borrowing, collateral, and fees.

find out more

Share Swap Agreement

A Dutch law-governed agreement facilitating the exchange of economic benefits and risks associated with shares between two parties, incorporating Dutch financial regulations and EU requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.